Bifogade filer
Beskrivning
Land | Norge |
---|---|
Lista | OAX Equities |
Sektor | Finans |
Industri | Investeringar |
2025-04-03 09:00:00
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, Norway, 3 April 2025
The subscription period for the rights issue (the "Rights Issue") in Nordic
Financials ASA (the "Company") expired at 16:30 hours CEST on 2 April 2025. At
the expiry of the subscription period, the Company had received subscriptions
for a total of 4,256,495,845 new shares. The Rights Issue was accordingly
oversubscribed by 326 %.
Up to maximum 1 billion new shares (the "Offer Shares") were offered in the
Rights Issue. The final allocation of the Offer Shares in the Rights Issue has
now been completed based on the allocation criteria set out in the resolution by
the General Meeting dated 23 December 2024.
657,066,585 Offer Shares, constituting 65,7 % of the total amount of Offer
Shares, were subscribed for and allocated through the exercise of subscription
rights. 342.933.415 Offer Shares, constituting 34,3 % of the total amount of
Offer Shares, are allocated pro-rata to subscribers who have oversubscribed
based on the number of subscription rights exercised by each subscriber. No
allocation has been made to subscribers without subscription rights.
Notifications of allocated Offer Shares are expected to be distributed today, 3
April 2025. Payment for the allocated Offer Shares falls due on 7 April 2025 in
accordance with the payment procedures described in the subscription form. Each
subscriber in the Rights Issue must ensure that there are sufficient funds on
the bank account as set out by the subscriber on the subscription form, so that
the subscription price relevant to each subscriber can be debited on 7 April
2025 in accordance with the authorisation set out in the subscription form.
The following primary insiders, including their close associates, have been
allocated Offer Shares in the Company at the subscription price of NOK 0.01 in
accordance with the allocation principles set out in the decision from the
General Meeting 23 December 2024.
Halldor Chr. Tjoflaat, Chariman of the board, has through Rybo Nor AS, been
allocated 7,322 Offer Shares.
Jan P. Harto, Board Director in the board, has through Jan P Harto AS, been
allocated 38,185 Offer Shares.
Primary insider notifications pursuant to the market abuse regulation article 19
are attached.
The Offer Shares may not be transferred or traded before they have been fully
paid and the share capital increase pertaining to the Rights Issue has been
registered with the Norwegian Register of Business Enterprises (Nw.
Foretaksregisteret). It is expected that the share capital increase will be
registered in the Norwegian Register of Business Enterprises on or about 9 April
2025. The Offer Shares will be transferred to the VPS accounts of the
subscribers on or about 9 April 2025 and admitted to trading on Euronext Expand
Oslo on or about 9 April 2025.
Norne Securities AS is acting as settlement agent for the rights issue.
Advokatfirmaet Selmer AS is acting as legal counsel to the Company.
For further information please contact:
Nils Petter Skaset
CEO of Nordic Financials ASA
Tel: +47 951 88 154,
e-mail: nps@nofin.no
This information is subject to the disclosure requirements pursuant to the
market abuse regulation article 19 and section 5 12 of the Norwegian Securities
Trading Act.
Important Notices
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors, other than in Norway, who can
receive the offer without an approved prospectus in such EEA Member State. The
expression "Prospectus Regulation" means (EU) 2017/1129 of the European
Parliament and of the Council, of 14 June 2017, as amended Regulation, on the
prospectus to be published when securities are offered to the public (together
with any applicable implementing measures in any EEA Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Settlement Agent nor any of their affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility or liability for the contents of this
announcement or any matters referred to herein. This announcement is for
information purposes only and is not to be relied upon in substitution for the
exercise of independent judgment. It is not intended as investment advice and
under no circumstances is it to be used or considered as an offer to sell, or a
solicitation of an offer to buy any securities or a recommendation to buy or
sell any securities of the Company.
Neither the Settlement Agent nor any of its affiliates accepts any liability
arising from the use of this announcement. The distribution of this announcement
and other information may be restricted by law in certain jurisdictions. Persons
into whose possession this announcement or such other information should come
are required to inform themselves about and to observe any such restrictions.